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POLARX LIMITED Annual Report 2020

Sep 24, 2020

65639_rns_2020-09-24_1f7c6df0-bccb-4ecd-9fa4-bcb822b1cc85.pdf

Annual Report

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ABN 76 161 615 783

Annual Report 30 June 2020

CONTENTS

Page No
Corporate Directory 3
Review of Operations 4
Directors' Report 16
Consolidated Statement of Profit or Loss and Other Comprehensive Income 26
Consolidated Statement of Financial Position 27
Consolidated Statement of Cash Flows 28
Consolidated Statement of Changes in Equity 29
Notes to the Consolidated Financial Statements 30
Directors' Declaration 66
Auditor's Independence Declaration 67
Independent Audit Report 68
Additional ASX Information 72

CORPORATE DIRECTORY

Directors

Mr. Mark Bojanjac Executive Chairman
Dr. Frazer Tabeart Managing Director
Dr. Jason Berton Executive Director
Mr. Robert Boaz Non-Executive Director

Company Secretary

Mr. Ian Cunningham

Registered Office

1/100 Railway Road Subiaco WA 6008 Australia Telephone: (+61 8) 9226 1356 Facsimile: (+61 8) 9226 2027

Principal Place of Business

Suite 1, 245 Churchill Avenue Subiaco WA 6008 Australia Telephone: (+61 8) 6465 5500 Facsimile: (+61 8) 6465 5599

Share Register

Computershare Investor Services Pty Ltd Level 11 172 St Georges Terrace Perth WA 6000 Australia Telephone: 1300 787 272 International: (61 8) 9323 2000 Facsimile: (61 8) 9323 2033

Stock Exchange Listing

Australian Securities Exchange ASX Code: PXX

Auditors

Stantons International Audit and Consulting Pty Ltd Level 2, 1 Walker Avenue West Perth WA 6005

REVIEW OF OPERATIONS

During the financial year ended 30 June 2020 (FY2020), the Company's activities focussed on the exploration and development of its Alaska Range Project (Alaska, USA), which contains both the Stellar Gold Copper Project (Stellar Project) and the Caribou Dome Copper Project (Caribou Dome Project).

Alaska Range Project

Overview, Regional Setting and Exploration Strategy

The Alaska Range Project Is situated in south-central Alaska in a belt of rocks containing known large-scale porphyry Cu-Au deposits (e.g. Pebble) and associated Cu-Au skarns (e.g. Zackly) and epithermal gold deposits, along with older VMS deposits such as Caribou Dome (Figure 1). The project comprises 447 State mineral claims covering a total area of ~261km2 . These claims form a contiguous package with ~35km strike length containing extensive copper and gold-in-soil anomalism (Figure 2), with significant upside potential for extensions to the known resources and discovery of larger porphyry copper-gold deposits.

The Stellar Project contains:

  • the high-grade Zackly Cu-Au skarn (Zackly Deposit) containing a mineral resource of 3.4Mt @ 2.0g/t Au and 1.2% Cu;
  • the Mars porphyry Cu-Au-Mo discovery (102m @ 0.22% Cu and 0.1g/t Au),
  • the Saturn porphyry Cu-Au prospect, and
  • the Jupiter and Gemini porphyry Cu-Au targets.

The Caribou Dome Project is located approximately 20km south-west of the Zackly Deposit and includes the high-grade Caribou Dome VMS copper deposit and the Senator copper prospect (Figure 2).

The Company's strategy is to fund resource expansion drilling at the Zackly and further exploration at Caribou Dome though equity raisings, and to ultimately farm-out the significantly costlier exploration on the large-scale porphyry targets to a wellfunded mid-tier to major mining company that could take such a project through delineation, feasibility and finance/construction.

Figure 1 Location of the Alaska Range Project in central-south Alaska

Figure 2 Overview of the Alaska Range Project showing the location of key deposits and prospects

Mineral Resources

A maiden mineral resource estimate for the Caribou Dome deposit was announced in April 2017 (Table 1). A maiden JORC Inferred Resource estimate for the Zackly Deposit was announced in March 2018 (Zackly Resource) (refer Table 1).

Category MillionTonnes Cu % Au g/t Ag g/t Contained Cu(t) ContainedCu (M lb) Contained Au(oz) ContainedAg (oz)
ZACKLY1 Inferred 3.4 1.2 2.0 14.0 41,200 91 213,000 1,500,000
CARIBOU Inferred 1.6 3.2 - 52,300 115 - -
DOME2 Indicated 0.6 2.2 - 13,000 29 - -
Measured 0.6 3.6 - 20,500 45 - -
TOTAL 127,000 280 213,000 1,500,000
Table 1. Alaska Range Project Resource Estimates (JORC 2012), 0.5% Cu cut-off grade

Notes:

    1. Refer to the ASX announcement of 20 March 2018 for full details on the Stellar Project Resource Estimate, including applicable technical information and reporting criteria. During FY2020 there was no change to the Zackly Resources Estimate reported at 30 June 2019 for comparison.
    1. Refer to the ASX announcement of 5 April 2017 for full details on the Caribou Dome Project Resource Estimate, including applicable technical information and reporting criteria. During FY2020 there was no change to the Caribou Dome mineral resources estimate reported at 30 June 2019 for comparison.

Exploration Programs at the Zackly Au-Cu Skarn Deposit

The following exploration programs have been undertaken over the last ~12 months:

  • Field mapping and trenching to identify the possible extensions to the Zackly East Skarn. Results from the program identified potential for ~600m of mineralised strike length at the Zackly East skarn (Figure 3).
  • Commencement of a ~3,000m core drilling program to test for extensions of the known high grade, Au-rich mineralisation discovered in drill holes ZX18020 and ZX18024 which discovered the Zackly East Skarn in 2018 (Figure 4). This program was still underway at the time of writing.
  • Collection of ultra-high-resolution airborne magnetic data over the entire Zackly system at a line spacing of 12.5m to aid with drill targeting (Figure 5).

Figure 3 Geological map showing Zackly East Skarn in the hanging wall above a thrust plane, and the Main Skarn in the footwall. The East Skarn remains open down- dip to the north and along strike to the east and west (up to the normal fault).

Figure 4 Approximate location of planned 3,000m drilling program to evaluate the Zackly East Skarn

Figure 5 Aeromagnetic map (RTP) showing the Zackly East drilling (red and yellow drill collars) located 850m to the east of the Zackly Main deposit (red line).

The Zackly Main Skarn deposit, where PolarX has outlined an Inferred Resource (JORC 2012) containing 41,000t of copper, 213,000oz of gold and 1.5Moz silver from surface (refer Table 1), occurs over a strike length of 1,050m (Figure 3, Figure 5). Known mineralisation is sub-vertical and is spatially related to a strong magnetic gradient running approximately east west along the axis of the project (Figure 5).

Strongly mineralised drill intersections to the east of the published mineral resource, including 15m @ 2.2g/t Au + 2.3% Cu, 55m @ 2.8g/t Au + 0.6% Cu and 47m @ 3.1g/t Au + 0.6% Cu are also associated with this strong magnetic gradient (Figure 5, 7). Very little previous drilling has tested these gradients at Zackly East other than these high-grade intersections, highlighting the potential for mineral resource inventory to be increased with further drilling. A program of approximately 20 core holes for a total of ~3,000m commenced in late July 2020.

Figure 6 Two drill rigs in action at the Zackly East Skarn (2020 exploration campaign)

Figure 7 The Zackly East Skarn showing locations of drill holes (historical and those for the 2020 drill program) on ultrahigh-resolution aeromagnetic data, 1st vertical derivative.

Assays have been received for ZX20035; the first hole submitted for assay as part of this year's core drilling program:

  • o 11.6m @ 1.8g/t Au and 0.4% Cu from 47m down-hole depth, including
  • o 8.8m @ 2.2g/t Au and 0.4% Cu from 49.7m down-hole depth.

The mineralisation in drill hole ZX20035 occurs 60m to the east of PolarX's discovery holes (Figure 7 and 8) and is associated with intense skarn alteration near diorite intrusions (Figure 9).

Drilling to date has been undertaken along four sections to the east of the discovery holes (Figure 7). Additional skarn alteration zones containing variable amounts of visible copper mineralisation and occasional visible gold grains have been intersected by PolarX up to a further 260m east of the discovery holes, extending the known skarn mineralisation to more than 320m strike-length east of the initial discovery holes (refer to ASX release dated 14 September 2020). The entire Zackly East system is now approximately 900m long, with infill and extensional drilling required to define its full extent.

Of particular note are the two strong magnetic gradients to the north and east of the current drilling which represent a further 1,500-2,000m of strike potential, and which are high priority zones for future drill testing.

Review of Operations

Figure 8 Drill cross-section 515,830mE showing the thick, high-grade intersections in holes ZX18020 and ZX18024

Figure 9 Drill cross-section 515,890mE showing geological interpretation and assay results. Significantly less diorite has been intersected on drill sections further to the east.

Exploration Program at the Mars Porphyry Cu-Au Discovery

Mars is a new porphyry Cu-Au discovery which occurs at the western end of a 12km-long mineralised corridor, which also hosts the high-grade Zackly Au-Cu skarn (Figure 10) and the Saturn porphyry target.

Figure 10 The Mars-Saturn corridor showing the location of the Zackly deposit and the two main porphyry targets at Mars and Saturn.

Mars comprises an aeromagnetic anomaly with an associated Cu-Au-Mo-As soil anomaly which extends over an area covering 1,500m x 800m. These anomalies are co-incident with a chargeability high defined in a previous induced Polarisation (IP) survey (Figure 11). A single angled drill hole to a final down-hole depth of 417m was drilled into the Mars target in September 2019 and encountered variable levels of copper, gold and molybdenum mineralisation along the entire drill hole (Figure 12 and Table 2):

From (m) To (m) Down-holeInterval (m)* Cu % Au g/t Mo ppm
175.96 177.96 2.0 0.24% 0.05 11
263.86 265.86 2.0 0.24 0.15 57
308.02 410.09 102.07 0.22% 0.07 20
incl 322.02 329.02 7.00 0.32% 0.10 6
and 347.86 384.09 36.23 0.26% 0.08 43
incl 355.85 384.09 28.24 0.28% 0.09 52
and 365.91 384.09 18.18 0.30% 0.09 24
Table 2. Mineralised intersections in drill hole 19MAR001:
-- -- ------------------------------------------------------------ -- --

* Thickness of mineralisation reported is down-hole thickness.

There is insufficient interpretation of the mineralisation to confidently report "true widths".

Key observations at the Mars target are:

  • Mineralised porphyry-style veins occur from within 6m of the surface to the end of the hole at 417m down-hole depth.
  • The mineralisation intensity increases with down-hole depth, but quite noticeably increases from 321m to the end of the hole (417m).

Review of Operations

  • Alteration minerals show an abrupt change from chlorite-dominated to gypsum-dominated across a fault zone which marks the start of the strongly mineralised lower part of the hole (Figure 12). This indicates that the more intense mineralisation is associated with strongly oxidised fluids which precipitated anhydrite (subsequently hydrated to gypsum).
  • The lack of felsic intrusive rocks in the mineralised intersections suggest this is not in the hottest core of the system where the highest grades are often located. Further drilling is required to determine the extent of the mineralisation and to find the location of the potentially higher-grade core of the discovery.

Figure 11. Aeromagnetic image showing the magnetic anomaly at Mars, the outline of the core of the IP chargeability anomaly and contours of copper (500ppm, 1,000ppm and 1,500ppm) and molybdenum (10ppm, 20 ppm) anomalism in soil sampling. The location of drill hole 19MAR001 is also depicted.

Figure 12. Down hole visualisation of copper assays (magenta discs), chlorite alteration (green histogram) and gypsum alteration (magenta histogram).

Exploration Program at the Saturn Porphyry Cu-Au Target

The Saturn target comprises a blind magnetic anomaly which is buried under transported cover. The target area lies approximately 3km to the ESE of the high-grade Cu-Au skarn mineralisation at Zackly with a number exploration vectors such as grade, thickness and intensity of alteration increasing from west to east at Zackly, heading towards the magnetic anomaly at Saturn.

A program of induced polarisation ground geophysics (Saturn IP survey) was undertaken in July 2019 to collect data along several profiles (Figure13). Collection of data occurred along 2 N-S lines and 3 x W-E lines for a total length of 28.6 line km. The survey identified areas of anomalous chargeability on all sections.

Following completion of the IP survey in July 2019, five deep core holes were drilled into Saturn targeting different combinations of IP and magnetic anomalies, for a total of 2,624m (Figure 13).

Key observations were as follows:

  • The Saturn target is covered by a thick layer of post mineral unconsolidated gravels which range from 76.5m vertical thickness to approximately 225m.
  • Holes 19SAT001 and 19SAT002 intersected zones of intense clay alteration immediately below the gravels, with down hole thickness of clay of approximately 35m in 19SAT002 and 100m in 19SAT001. Spectral analysis of the clays indicates the presence of low-temperature hydrothermal argillic alteration locally overprinting structural zones with relict zones of phyllic alteration.
  • Hole 19SAT005 targeted a non-magnetic chargeability high to the west of holes 19SAT001 and 19SAT002 and intersected propylitically altered andesites below the cover sequence.
  • Interpretation of this cross section suggests a possible deep porphyry source below and to the south and/or east of the holes 19SAT001 and 19SAT002.

Figure 13 Drill plan for the Saturn target showing the locations of IP lines, drill collars and the aeromagnetic data

A ground gravity survey over the Saturn prospect, which was completed in late-September 2019, collected data on a 400m (E-W) by 200m (N-S) grid over an area of approximately 10km2 .

Preliminary imaging of the bouguer gravity highlights a significant gravity low to the immediate south of the drilling (Figure 14). This low coincides with a prominent magnetic high within the broader Saturn target (Figure 15) and represents a high priority target for drill testing. Evaluation of the alteration zoning in the Saturn drilling highlights that the most intense

alteration occurs in holes 19SAT001 and 19SAT002 where 30-100m of intense clay (argillic) alteration overlies propylitic alteration containing epidote, chlorite and carbonates.

The data are consistent with an intrusive centre where the gravity low is associated with a magnetic high, and where the alteration in 19SAT001 and 19SAT002 is consistent with the northern edge of a porphyry system. Further drilling is required to validate this target.

Figure 14 Saturn Bouguer Gravity image (SG 2.77) showing drill hole collars and traces and the outline of a prominent magnetic anomaly in the southern part of Saturn

Figure 15 Saturn Bouguer Gravity contours (SG 2.77) plotted on an image of RTP magnetic data, showing drill hole collars and traces and the outline of a prominent magnetic anomaly in the southern part of Saturn

Caribou Dome Project

During FY2020, the terms of the Company's right to acquire an 80% interest in the Caribou Dome Project were amended. Accordingly, the requirement for the Company to incur minimum eligible expenditure on the property of US$2,000,000 in the three-year period ending 1 September 2020, has been extended to 1 September 2021 (refer further Note 16 to the Financial Report).

Environmental Baseline Surveys

Environmental baseline studies to monitor surface and ground water at the Caribou Dome Project and Zackly Deposit for future mine permitting purposes continued during FY2020.

Corporate

On 23 June 2020, the Company completed a share placement, which raised gross proceeds of ~$3.76M pursuant to the issue of 98,982,894 ordinary shares (Shares) at an issue price of $0.038 per Share. Following completion of the Placement, the Company announced that it would be undertaking a share purchase plan (SPP) at the same issue price as the Placement. The SPP was subsequently completed on 17 July 2020, pursuant to the issue of a further 26,315,719 Shares to raise $1 million.

A summary of the other significant corporate activities that have taken place during the reporting period is as follows:

  • in January 2020, the Company announced that Lundin Mining Corporation's right to commence an earn-in program on the Stellar porphyry prospects (Mars and Saturn – Figure 10) would expire unexercised. The Company subsequently commenced discussions with multiple interested parties in relation to funding the porphyry targets at Mars and Saturn via an earn-in joint venture arrangement. These discussions have since been delayed due to COVID-19 travel restrictions; and
  • on 4 July 2019, the Company completed a non-renounceable rights issue, which raised gross proceeds of ~$3.46M pursuant to the issue of 43,203,922 Shares at an issue price of $0.08 per Share.

As of the date of this report, the Company had on issue 541,520,728 Shares and 29,000,000 unlisted options.

Additional Disclosure

The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the 'JORC Code') sets out minimum standards, recommendations and guidelines for Public Reporting in Australasia of Exploration Results, Mineral Resources and Ore Reserves. The information contained in this report has been presented in accordance with the JORC Code.

Information in this report relating to Exploration results is based on information compiled by Dr Frazer Tabeart (a director and shareholder of PolarX Limited), who is a member of The Australian Institute of Geoscientists. Dr Tabeart has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person under the 2012 Edition of the Australasian Code for reporting of Exploration Results, Mineral Resources and Ore Reserves. Dr Tabeart consents to the inclusion of the data in the form and context in which it appears.

Previously Reported Results

There is information in this report relating to

  • (i) the Mineral Resource Estimate for the Caribou Dome Deposit, which was previously announced on 5 April 2017;
  • (ii) the Mineral Resource Estimate for the Zackly Deposit, which was previously announced on 20 March 2018; and
  • (iii) exploration results which were previously announced on 5 November 2018, 12 November 2018, 29 January 2019, 25 March 2019, 5 August 2019, 1 October 2019, 21 October 2019, 19 November 2019, 20 January 2020, 19 May 2020 and 14 September 2020.

Other than as disclosed in those announcements, the Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements, and that all material assumptions and technical parameters have not materially changed. The Company also confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcements.

Forward Looking Statements:

Any forward-looking information contained in this report is made as of the date of this news release. Except as required under applicable securities legislation, PolarX does not intend, and does not assume any obligation, to update this forward-looking information. Any forward-looking information contained in this report is based on numerous assumptions and is subject to all of the risks and uncertainties inherent in the Company's business, including risks inherent in resource exploration and development. As a result, actual results may vary materially from those described in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof.

DIRECTORS

The names, qualifications and experience of the Directors in office during or since the end of the financial year are as follows:

Mark Bojanjac Executive Chairman
Qualifications BCom, ICAA
Experience Mr Bojanjac is a Chartered Accountant with over 25 years' experience in developing resourcecompanies. Mr Bojanjac was a founding director of Gilt-Edged Mining Limited which discoveredone of Australia's highest-grade gold mines and was managing director of a public companywhich successfully developed and financed a 2.4m oz gold resource in Mongolia. He also cofounded a 3 million oz gold project in China.
Mr Bojanjac was most recently Chief Executive Officer of Adamus Resources Limited andoversaw its advancement from an early stage exploration project through its definitive feasibilitystudies and managed the debt and equity financing of its successful Ghanaian gold mine.
Interest in sharesand options 1,000,000 ordinary shares5,000,000 unlisted options exercisable at $0.125 on or before 20 December 2021
Other CurrentDirectorships Kula Gold Limited
Former Directorships inlast 3 years Geopacific Resources Limited
Frazer Tabeart Managing Director
Qualifications Ph.D, B.Sc (Hons), ARSM, MAIG
Experience Dr. Tabeart is a geologist with over 30-years' international experience in exploration and projectdevelopment, with strong technical background in porphyry copper-gold systems in SE Asia, SWPacific, the American Cordillera and central and northern Asia. After spending 16 years with WMCResources and managing exploration portfolios in the Philippines, Mongolia and Africa, he left tojoin the Mitchell River Group.
Dr. Tabeart has served on ASX-listed Company Boards at Executive level over last 13 years.
Interest in sharesand options 5,755,657 ordinary shares5,000,000 unlisted options exercisable at $0.125 on or before 20 December 2021
Other CurrentDirectorships African Energy LimitedArrow Minerals Limited
Former Directorships inlast 3 years Nil
Jason Berton Executive Director
Qualifications Ph.D, B.Sc (Hons), MAusIMM
Experience Dr. Berton is a geologist with over 17 years' mining and exploration experience including workingfor Homestake, Barrick and BHP Billiton and SRK Consulting. Dr Berton has also previouslyspent two years in private equity investment and four years as Managing Director of ASX- listedEstrella Resources.
Dr. Berton holds two Degrees, a Bachelor of Economics and a Bachelor of Science (Hons) plus aPhD in Structural Geology, all from Macquarie University.
Interest in sharesand options 14,664,938 ordinary shares5,000,000 unlisted options exercisable at $0.125 on or before 20 December 2021
Other CurrentDirectorships Nil

Directors' Report

Former Directorships inlast 3 years Nil
Other Directorships None
Robert Boaz Independent Non-Executive Director
Qualifications Honors B.A., M.A. Economics
Experience Mr Boaz graduated with honours from McMaster University of Hamilton, Ontario with a Bachelorof Arts in Economics and has a Masters Degree in Economics from York University in Toronto.He is a highly respected financial and economic strategist in Canadian bond and equity marketswith experience related to equity research, portfolio management, institutional sales andinvestment banking.
Mr Boaz has over 20 years' experience in the finance industry, most recently as ManagingDirector, Investment Banking with Raymond James Ltd and Vice-President, Head of Researchand in-house portfolio strategist for Dundee Securities Corporation.
Mr Boaz is the former President & CEO of Aura Silver Resources Inc.
Interest in sharesand options None.
Other CurrentDirectorships Nil
Former Directorships inlast 3 years Aura Silver Resources Inc.Renaissance Gold IncCaracara Silver Inc.

RESULTS OF OPERATIONS

The Group's total comprehensive loss for the year attributable to the members was $8,498,710 (2019: $795,651).

DIVIDENDS

No dividend was paid or declared by the Group in the year and up to the date of this report.

CORPORATE STRUCTURE

PolarX Limited is an Australian registered public company limited by shares.

NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES

During the financial year, the Group's principal activity was mineral exploration. The Group currently holds interests in copper and gold exploration projects in Alaska USA. During the 2020 financial year, there were no changes in the principal activities from the prior financial year.

EMPLOYEES

The Group had one employee at 30 June 2020 (2019: one employee).

REVIEW OF OPERATIONS

A detailed summary of the Group's operations during the year, including significant changes in the state of affairs, are detailed in the Review of Operations.

SIGNIFICANT EVENTS AFTER THE REPORTING DATE

On 18 June 2020, the Company announced that it would be undertaking a share purchase plan (SPP Offer). The SPP Offer was subsequently completed on 17 July 2020 and raised gross proceeds of $1 million pursuant to the issue of 26,315,719 ordinary shares (Shares) at an issue price of $0.038 per share.

On 18 September 2020, 400,000 options exercisable at $0.12 each, expired.

No other significant events have occurred subsequent to the balance sheet date but prior to the date of this report that would have a material impact on the consolidated financial statements.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

The Group will continue to carry out its business plan, by:

  • continuing to explore the Alaska Range Project and advance the project towards development;
  • continuing to meet its commitments relating to exploration tenements and carrying out further exploration, permitting and development activities; and
  • prudently managing the Group's cash to be able to take advantage of any future opportunities that may arise to add value to the business.

ENVIRONMENTAL REGULATION AND PERFORMANCE

The Group carries out operations that are subject to environmental regulations under Federal and State legislation in the USA. The Group has procedures in place to ensure regulations are adhered to. The Group is not aware of any breaches in relation to environmental matters.

SHARE OPTIONS

There were 29,400,000 options over unissued Shares at 30 June 2020. During the 2020 financial year:

  • the Company issued 10,750,000 options, exercisable at $0.125 on or before 20 December 2021 to consultants; and
  • no options were exercised.

Since the end of the financial year, no options have been issued or exercised and 400,000 options have expired. The details of the options on issue at the date of this report are as follows:

Number Exercise Price Expiry Date
29,000,000 $0.125 20 December 2021

No option holder has any right under the options to participate in any other share issue of the Company or any other entity.

There were 541,520,728 Shares on issue at the reporting date.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

The Company has made agreements indemnifying all the Directors and Officers of the Company against all losses or liabilities incurred by each Director or Officer in their capacity as Directors or Officers of the Company to the extent permitted by the Corporations Act 2001. The indemnification specifically excludes wilful acts of negligence. The Company paid insurance premiums in respect of Directors' and Officers' Liability Insurance contracts for current Officers of the Company, including Officers of the Company's controlled entities. The liabilities insured are damages and legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the Officers in their capacity as officers of entities in the Group. The total amount of insurance premiums paid has not been disclosed due to confidentiality reasons.

DIRECTORS' MEETINGS

During the financial year, in addition to regular informal Board discussions and decisions made via circulating resolutions, the number of Directors' meetings (including meetings of Committees) held during the year, and the number of meetings attended by each Director were as follows:

Directors Meetings Audit Committee Meetings
Name Number Eligible toNumber AttendedAttend Number Eligibleto Attend Number Attended
Mark Bojanjac 2 2 2 2
Frazer Tabeart 2 2 - -
Jason Berton 2 2 - -
Robert Boaz 2 1 2 2

PROCEEDINGS ON BEHALF OF COMPANY

No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

CORPORATE GOVERNANCE

The Board of Directors is responsible for the overall strategy, governance and performance of the Company. The Board has adopted a corporate governance framework which it considers to be suitable given the size, nature of operations and strategy of the Company. To the extent that they are applicable, and given its circumstances, the Company adopts the eight essential Corporate Governance Principles and Best Practice Recommendations ('Recommendations') published by the Corporate Governance Council of the ASX. The Company's Corporate Governance Statement and Appendix 4G, both of which have been lodged with ASX, are available on the Company's website: www.polarx.com.au.

AUDITOR'S INDEPENDENCE AND NON-AUDIT SERVICES

Section 307C of the Corporations Act 2001 requires the Group's auditors to provide the Directors of PolarX with an Independence Declaration in relation to the audit of the full-year financial report. A copy of that declaration is included at page 67 of this report. There were no non-audit services provided by the Company's auditor.

Directors' Report

REMUNERATION REPORT (AUDITED)

This report outlines the remuneration arrangements in place for Directors and other key management personnel of the Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purpose of this report, Key Management Personnel (KMP) are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director (whether executive or otherwise) of the Parent entity.

Details of Directors and Key Management Personnel

The directors and other KMP of the Group during or since the end of the financial year were:

Non-Executive Directors

Mr. Robert Boaz Non-Executive Director

Executive Officers (KMP)

Mr. Mark Bojanjac Executive Chairman
Dr. Frazer Tabeart Managing Director
Dr. Jason Berton Executive Director
Mr. Ian Cunningham Chief Financial Officer and Company Secretary

Remuneration Policy

In the absence of a remuneration committee, the Board is responsible for determining and reviewing compensation arrangements for the Directors and executives. The key principles which apply in determining remuneration structure and levels are:

  • set competitive fixed remuneration packages to attract and retain high calibre directors and executives;
  • structure variable remuneration rewards to reflect the stage of development of the Company's operations; and
  • establish appropriate performance hurdles for variable executive remuneration.

The Board undertakes an annual review of remuneration arrangements and may seek Independent external advice if required but did not employ a remuneration consultant during the year ended 30 June 2020.

The structure of Non-Executive Director and Executive remuneration is separate and distinct.

Non-Executive Director Remuneration

The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain Directors of high calibre, whilst incurring costs that are acceptable to shareholders.

In accordance with the Company's Constitution and the ASX Listing Rule, the maximum aggregate remuneration that may be paid to Non-Executive Directors is currently set at $200,000 per annum. The amount of aggregate remuneration and the manner is which is apportioned is reviewed annually. The Board considers the fees paid to non-executive directors of comparable companies and external advice (if required), when undertaking the annual review process.

Executive Director and Senior Manager Remuneration

Remuneration consists of fixed and variable components (currently comprising a long-term incentive scheme).

Fixed remuneration currently consists of cash remuneration. Fixed remuneration levels are reviewed annually by the Board, taking into consideration past performance, time commitments, relevant market comparatives and the Company's stage of development. The Board has access to external advice if required.

Directors' Report

The Board determines the appropriate form and levels of variable remuneration as and when they consider rewards are warranted. Variable remuneration currently consists of share option grants (long term incentives), which are currently considered to be the most effective and appropriate form of long-term incentives given the Company's financial resources and stage of development. The objective of the option grants is to link the variable remuneration to the achievement of key operational targets and shareholder value creation.

The table below shows the performance of the Group as measured by loss per share for the current and previous four years:

As at 30 June 2020 2019 2018 2017* 2016*
Loss per share (cents) $2.13 $0.55 $0.64 $1.05 $1.95
Share price at reporting date (cents) 3.4 9.0 8.0 8.0 31.0

*adjusted on a post-Consolidation basis

Details of the nature and amount of each element of the emolument of Directors and KMP of the Company for the financial year are as follows:

Short Term Benefits
Director Base Salary$ Director Fees$ ConsultingFees$ Superannuation$ ShareBasedPayments –Options$ Total$
2020
Non-Executive Directors
Robert Boaz - 22,500 - - - 22,500
Executive Officers (KMP)
Mark Bojanjac - - 180,000 - 39,431 219,431
Frazer Tabeart - - 140,000 - 39,431 179,431
Jason Berton - - 156,750 - 39,431 196,181
Ian Cunningham - - 140,000 - 8,837 148,837
- 22,500 616,750 - 127,130 766,380
2019
Non-Executive Directors
Robert Boaz - 21,250 - - - 21,250
Executive Officers (KMP)
Mark Bojanjac - - 187,000 - 20,577 207,577
Frazer Tabeart - - 147,000 - 20,577 167,577
Jason Berton - - 152,500 - 20,577 173,077
Ian Cunningham - - 147,000 - 7,687 154,687
- 21,250 633,500 - 69,418 724,168

There were no other key management personnel of the Group during the financial years ended 30 June 2020 and 30 June 2019.

The share options issued as part of the remuneration to the Non-Executive Director were subject to vesting conditions, designed to secure his ongoing commitment to the Group.

The terms and conditions of each grant of options affecting remuneration in the previous, this or future reporting periods are as follows:

Name GrantDate GrantNumber SecondVestingDate) ExpiryDate /LastExerciseDate AverageFairValue perOption atGrantDate ExercisePrice perOption TotalValueGranted$ Vested %Vested
Mark Bojanjac 21/12/18 2,000,000 1 20/12/21 $0.0235 $0.125 $47,000 - -
21/12/18 2,000,000 2 20/12/21 $0.0120 $0.125 $23,970 - -
21/12/18 1,000,000 3 20/12/21 $0.0235 $0.125 $23,500 - -
Frazer Tabeart 21/12/18 2,000,000 1 20/12/21 $0.0235 $0.125 $47,000 - -
21/12/18 2,000,000 2 20/12/21 $0.0120 $0.125 $23,970 - -
21/12/18 1,000,000 3 20/12/21 $0.0235 $0.125 $23,500 - -
Jason Berton 21/12/18 2,000,000 1 20/12/21 $0.0235 $0.125 $47,000 - -
21/12/18 2,000,000 2 20/12/21 $0.0120 $0.125 $23,970 - -
21/12/18 1,000,000 3 20/12/21 $0.0235 $0.125 $23,500 - -
Ian Cunningham 21/12/18 750,000 1 20/12/21 $0.0235 $0.125 $17,625 - -
21/12/18 750,000 4 20/12/21 $0.0235 $0.125 $ 3,074 - -

Notes:

  1. Options were granted for no consideration and shall vest upon announcement of a JORC Inferred mineral resource estimate for the Alaska Range Project, comprising both the Stellar Copper Gold and the Caribou Dome Copper properties, of 10 million tonnes of mineralisation at a minimum cut-off grade of 0.5% copper or copper equivalent, signed off by a competent person other than a director or employee of the Company.

  2. Options were granted for no consideration and shall vest upon the Shares trading on ASX at a volume weighted average price of $0.20 or more for 10 consecutive trading days.

  3. Options were granted for no consideration and shall vest upon completion of feasibility study for the Alaska Range Project.

  4. Options were granted for no consideration and shall vest upon the announcement of the completion of the acquisition of an 80% interest in the Caribou Dome Copper Project. Subsequent to 30 June 2019, it was determined the likelihood of achieving the vesting condition was less than 50%. Accordingly, no further compensation expense was recorded on these options.

Options were granted as part of the recipient's remuneration package.

There were no alterations to the terms and conditions of options granted as remuneration since their grant date. There were no forfeitures and no remuneration options were exercised during the year ended 30 June 2020 (2019: Nil).

Shareholdings of Directors and Key Management Personnel

The number of shares in the Company held during the financial year by Directors and Key Management Personnel of the Group, including their personally related parties, is set out below.

Balance atthe start ofthe year Granted ascompensation Received onexercise ofoptions Acquired onMarket Balance onresignationdate / Other Balance atthe end of theyear
30 June 2020
Non-Executive Directors
Robert Boaz - - - - - -
Executive Officers (KMP)
Mark Bojanjac - - - 1,000,000 - 1,000,000
Frazer Tabeart 4,103,273 - - 1,389,227 - 5,492,500
Jason Berton 13,664,938 - - 1,000,000 - 14,664,938
Ian Cunningham 3,720,930 - - 666,666 - 4,387,596
30 June 2019
Non-Executive Directors
Robert Boaz - - - - -
Executive Officers (KMP)
Frazer Tabeart 4,103,273 - - - 4,103,273
Jason Berton 13,664,938 - - - 13,664,938
Ian Cunningham 3,720,930 - - - 3,720,930

Option holdings of Directors and Key Management Personnel

The numbers of options over ordinary shares in the Company held during the financial year by Directors and Key Management Personnel of the Group, including their personally related parties, are set out below:

Balance at thestart of the year Granted ascompensation Exercisedduring the year Balance onresignationdate / Other Balance atthe end of theyear
30 June 2020
Non-Executive Directors
Robert Boaz 1,000,000 - - (1,000,000) -
Executive Officers (KMP)
Mark Bojanjac 7,000,000 - - (2,000,000) 5,000,000
Frazer Tabeart 5,000,000 - - - 5,000,000
Jason Berton 5,000,000 - - - 5,000,000
Ian Cunningham 1,500,000 - - - 1,500,000
30 June 2019
Non-Executive Directors
Robert Boaz 1,000,000 - - - 1,000,000
Executive Officers (KMP)
Mark Bojanjac 2,000,000 5,000.000 - - 7,000,000
Frazer Tabeart - 5,000.000 - - 5,000,000
Jason Berton - 5,000.000 - - 5,000,000
Ian Cunningham - 1,500,000 - - 1,500,000

Service Agreements

Executive Officers

The Executive Chairman, Mr. Mark Bojanjac consults to the Company and was remunerated on an average monthly basis at a rate of $15,000 (2019: $15,583) per month (excluding GST). Mr. Bojanjac is not entitled to any termination benefits.

The Managing Director, Dr. Frazer Tabeart consults to the Company and was remunerated on an average monthly basis at a rate of $11,667 (2019: $12,250) per month (excluding GST). Dr. Tabeart is not entitled to any termination benefits.

The Executive Director, Dr. Jason Berton consults to the Company and was remunerated on an average monthly basis at a rate of $13,063 (2019: $12,708) per month (excluding GST). Dr. Berton is not entitled to any termination benefits.

The Company Secretary / Chief Financial Officer, Mr. Ian Cunningham consults to the Company and was remunerated on an average monthly basis at a rate of $11,667 (2019: $12,250) per month (excluding GST). Mr. Cunningham is not entitled to any termination benefits.

Non-Executive Directors

Mr. Robert Boaz receives fixed remuneration of $22,500 per annum in the form of Director's fees. No notice period is required should a non-executive director elect to resign.

END OF REMUNERATION REPORT

Signed on behalf of the board in accordance with a resolution of the Directors.

Mark Bojanjac Executive Chairman 25 September 2020

Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2020

Consolidated Statement of Profit or Loss and Other Comprehensive Income
Notes Consolidated
2020$ 2019$
Interest Revenue & Other Income $6,786 $736
Public company costs 50,372 54,092
Consulting and directors fees 409,092 431,243
Share-based compensation 61,071 34,945
Legal fees 25,730 17,576
Staff costs 66,630 50,586
Serviced office and outgoings 27,000 36,000
Foreign exchange (gain) loss (32,216) 41,815
Write-off of exploration assets 10 17,376 -
Impairment of exploration assets 10 7,106,569 -
Other expenses 5 1,169,612 1,034,784
8,901,236 1,701,041
Loss from operations $ (8,894,450) $ (1,700,305)
Income tax expense 6 - -
Loss after Income Tax $ (8,894,450) $ (1,700,305)
Other comprehensive incomeItems that may be reclassified to profit and loss in subsequentperiods
Foreign currency translation 14 395,740 904,654
Other comprehensive income for the year 395,740 904,654
Total comprehensive loss for the year $ (8,498,710) $ (795,651)
Loss per share:
Basic and diluted loss per share (cents per share) 18 $(2.13) $(0.55)
Weighted Average Number of Shares:
Basic and diluted number of shares 417,715,088 310,085,648

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

Consolidated Statement of Financial Position as at 30 June 2020

PolarX Limited
Consolidated Statement of Financial Positionas at 30 June 2020
Notes Consolidated
June 302020$ June 302019$
Current Assets
Cash and cash equivalentsOther receivables and prepayments 15 (a)7 $4,179,072377,673 $4,254,493152,650
Total current assets 4,556,745 4,407,143
Non-Current Assets
Property, plant and equipment 8 $43,226 $6,518
Exploration and evaluation assets 10 24,307,272 25,961,956
Total Non-Current Assets 24,350,498 25,968,474
Total Assets $ 28,907,243 $ 30,375,617
Current liabilities
Trade and other payables 11 149,758 279,193
Total Current Liabilities 149,758 279,193
Total Liabilities $149,758 $279,193
NET ASSETS $ 28,757,485 $ 30,096,424
Equity
Contributed equity 12 $ 93,611,709 $ 86,874,320
Reserves 14 7,608,878 6,790,756
Accumulated losses 13 (72,463,102) (63,568,652)
TOTAL EQUITY $ 28,757,485 $ 30,096,424
Commitments 16
Contingent Liability 24

The above statement of financial position should be read in conjunction with the accompanying notes.

Consolidated Statement of Cash Flows

PolarX Limited
Consolidated Statement of Cash Flows
for the year ended 30 June 2020
Notes Consolidated
2020 2019
$ $
Cash flows from Operating activities
Payments to suppliers and employeesInterest received and other income $(1,497,952)$6,786 (1,654,788)736
Net cash flows used in operating activities 15 (b) (1,491,166) (1,654,052)
Cash flows from investing activities
Purchase of property, plant and equipment (52,921) -
Payments for expenditure on exploration (5,258,824) (3,751,237)
Net cash flows used in investing activities (5,311,745) (3,751,237)
Cash flows from financing activities
Proceeds from issue of shares 7,217,664 9,424,274
Share issue costs (527,223) (316,783)
Net cash flows generated from financing activities 6,690,441 9,107,491
Net (decrease)/increase in cash and cash equivalents (112,470) 3,702,202
Cash and cash equivalents at beginning of the year 4,254,493 528,997
Foreign exchange variances on cash 37,049 23,294
Cash and cash equivalents at end of the year $4,179,072$ 4,254,493

The above statement of cash flows should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity for the year ended 30 June 2020

PolarX Limited
Consolidated Statement of Changes in Equity for the year ended 30 June 2020
Foreign
Currency Share Based Option
Consolidated Notes Number ofShares IssuedCapital AccumulatedLosses TranslationReserves WarrantReserves PaymentReserves PremiumReserve Total
At 1 July 2019 372,712,638 $ 86,874,320 $(63,568,652) $ 1,310,982 $ 1,190,098 $ 4,286,676 $ 3,000 $ 30,096,424
Loss for the year - -(8,894,450) - - - -(8,894,450)
Other comprehensive income - -- 395,740 - - -395,740
Total comprehensive(loss)/income for the year - $ - $ (8,894,450) $395,740 $- $- $ - $ (8,498,710)
Transactions with owners in
their capacity as owners
Shares issuedShare issue costs 1212 142,186,816 7,217,664(508,081) -- -- -- -- -7,217,664-(508,081)
Shares issued to consultants 12 305,555 27,806 27,806
Options issued to consultants 12, 23 - - - - 292,307 -292,307
Share-based compensation 12, 23 - - - - 130,075 -130,075
Balance at 30 June 2020 515,205,009 $ 93,611,709 $(72,463,102) $ 1,706,722 $ 1,190,098 $ 4,709,058 $ 3,000 $ 28,757,485
Foreign
Number of Issued Accumulated CurrencyTranslation Warrant Share BasedPayment OptionPremium
Consolidated Notes Shares Capital Losses Reserves Reserves Reserves Reserve Total
At 1 July 2018 262,871,510 77,805,986 (61,868,347) 406,328 1,190,098 4,206,498 3,000 21,743,563
Loss for the year - -(1,700,305) - - - -(1,700,305)
Other comprehensive income - -- 904,654 - - -904,654
Total comprehensive
(loss)/income for the yearTransactions with owners in - -(1,700,305) 904,654 - - -(795,651)
Shares issued 12 109,841,128 9,424,274 - - - - - 9,424,274
Other comprehensive income - - - 395,740 - - - 395,740
Total comprehensiveTransactions with owners in
their capacity as owners
Share issue costs 12 (508,081) - - - - - (508,081)
Number of Issued Accumulated ForeignCurrencyTranslation Warrant Share BasedPayment OptionPremium
Consolidated Notes Shares Capital Losses Reserves Reserves Reserves
At 1 July 2018Loss for the year 262,871,510- - 77,805,986 (61,868,347)(1,700,305) 406,328- 1,190,098- 4,206,498- 3,000- 21,743,563(1,700,305)
Other comprehensive income - - - 904,654 - - - 904,654
Total comprehensive(loss)/income for the yearTransactions with owners in - - (1,700,305) 904,654 - - - (795,651)
Shares issued 12 109,841,128 9,424,274 - - - - - 9,424,274
Share issue costs 12 - (355,940) - - - - - (355,940)
Options issued to consultants 12, 23 - - - - - 9,223 - 9,223
Share-based compensation 12, 23 - - - - - 70,955 - 70,955
Balance at 30 June 2019 372,712,638 86,874,320 (63,568,652) 1,310,982 1,190,098 4,286,676 3,000 30,096,424
The above statement of changes in equity should be read in conjunction with the accompanying notes.

1. Corporate Information

The financial report of PolarX Limited (PolarX or the Company) and its controlled entities (the Group) for the year ended 30 June 2020 was authorised for issue in accordance with a resolution of the Directors on 25 September 2020.

PolarX Limited is a public company limited by shares and domiciled in Australia, whose shares are publicly traded on the Australian Securities Exchange. It is a "for profit" entity.

The nature of the operations and principal activities of the Group are described in the Directors' report.

2. Going Concern

The financial report has been prepared on the going concern basis, which contemplates continuity of normal business activities and realisation of assets and settlement of liabilities in the ordinary course of business.

For the year ended 30 June 2020, the Group incurred a loss from operations of $8,894,450 (2019: $1,700,305) and recorded net cash outflows of ($112,470) (2019: inflows $3,702,202). At 30 June 2020, the Group had net current assets of $4,406,987 (2019: $4,127,950).

The Group's ability to continue as a going concern is dependent upon it maintaining sufficient funds for its operations and commitments. The Directors continue to be focused on meeting the Group's business objectives and is mindful of the funding requirements to meet these objectives. The Directors consider the basis of going concern to be appropriate for the following reasons:

  • the current cash balance of the Group relative to its fixed and discretionary commitments;
  • given the Company's market capitalisation and the underlying prospects for the Group to raise further funds from the capital markets; and
  • the fact that subject to meeting certain minimum expenditure commitments, further exploration activities may be slowed or suspended as part of the management of the Group's working capital.

The Directors are confident that the Group can continue as a going concern and as such are of the opinion that the financial report has been appropriately prepared on a going concern basis. However, should the Group be unable to raise further required financing, there is uncertainty which may cast doubt as to whether or not the Group will be able to continue as a going concern and whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.

3. Summary of Significant Accounting Policies

Basis of Preparation

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a historical cost basis.

The financial report is presented in Australian dollars.

(a) Compliance Statement

The financial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

(b) New accounting standards and interpretations

New and revised accounting requirement applicable to the current reporting period

The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of 1 January 2019 and that are applicable to the Group.

(i) AASB 16: Leases applies to annual reporting periods beginning on or after 1 January 2019

This Standard supersedes AASB 117 Leases, Interpretation 4 Determining whether an Arrangement contains a Lease, AASB intrpretation 115 Operating Leases-Incentives and AASB intrpretation 127 Evaluating the Substance of Transactions Involving the Legal Form of lease. AASB 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under AASB 117.

The key features of AASB 16 are as follows:

  • Leases are required to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value.
  • A lessee measures right-of-use assets similarly to other non-financial assets and lease liabilities similarly to other financial liabilities.
  • Assets and Liabilities arising from the lease are initially measured on a present value basis. The measurement includes non-cancellable lease payments (including inflation-linked payments), and also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an option to extend to lease, or not to exercise an option to terminate the lease.
  • AASB 16 contains disclosure requirements for leases.

Lessor accounting

  • AASB 16 substantially carries forward the lessor accounting requirements in AASB 117. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.
  • AASB 16 also requires enhanced disclosures to be provided by lessors that will improve information disclosed about a lessor's risk exposure, particularly to residual value risk.

The adoption of AASB 16 does not have a significant impact on the financial report as the Group's leases are short-term leases.

(ii) AASB 3 Business Combination

The amendments clarify that, when an entity obtains control of a business that is a joint operation, it applies the requirements for a business combination achieved in stages, including remeasuring previously held interests in the assets and liabilities of the joint operation at fair value. In doing so, the acquirer remeasures its entire previously held interest in the joint operation.

An entity applies those amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 January 2019, with early application permitted.

These amendments had no impact on the consolidated financial statements of the Group as there is no transaction where joint control is obtained.

(iii) AASB 112 Income Taxes

The amendments clarify that the income tax consequences of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity recognises the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where it originally recognised those past transactions or events.

An entity applies the amendments for annual reporting periods beginning on or after 1 January 2019, with early application permitted. When the entity first applies those amendments, it applies them to the income tax consequences of dividends recognised on or after the beginning of the earliest comparative period.

Since the Company has not previously and is unlikely to pay a dividend in the near future these amendments had no impact on the consolidated financial statements of the Group.

New accounting standards and interpretations issued but not yet effective

A number of new standards, amendments to standards and interpretations issued by the AASB which are not yet mandatorily applicable to the Group have not been applied in preparing these financial statements. The Board expects no impact on the financial statements of the Group.

(c) Basis of Consolidation

The consolidated financial statements incorporate all of the assets, liabilities and results of the Company and all of its controlled entities. Controlled entities are entities the Company controls. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of the controlled entities is provided in Note 9.

The assets, liabilities and results of all controlled entities are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a controlled entity is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of controlled entities have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

Equity interests in a controlled entity not attributable, directly or indirectly, to the Group are presented as "noncontrolling interests". The Group initially recognises non-controlling interests that are present ownership interests in controlled entities and are entitled to a proportionate share of the controlled entity's net assets on liquidation at either fair value or at the non-controlling interests' proportionate share of the controlled entity's net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income.

(d) Income Tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date.

Deferred income tax is provided for on all temporary differences at balance date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

No deferred income tax will be recognised from the initial recognition of goodwill or of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

No deferred income tax will be recognised in respect of temporary differences associated with investments in subsidiaries if the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary differences will not reverse in the near future.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited to Profit or Loss except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on tax rates (and tax laws) that have been enacted or substantially enacted at the balance date and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. The carrying amount of deferred tax assets is reviewed at each balance date and only recognised to the extent that sufficient future assessable income is expected to be obtained.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the Statement of profit or loss.

(e) Financial Instruments

Financial assets

Initial recognition and measurement

Financial assets are classified at initial recognition and subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under AASB 15.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date (i.e., the date that the Group commits to purchase or sell the asset).

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

  • Financial assets at amortised cost (debt instruments)
  • Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)
  • Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
  • Financial assets at fair value through profit or loss

The Group's financial assets at amortised cost includes trade receivables.

Financial assets at amortised cost (debt instruments)

The Group measures financial assets at amortised cost if both of the following conditions are met:

  • The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and
  • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at fair value through OCI (debt instruments)

The Group measures debt instruments at fair value through OCI if both of the following conditions are met:

  • The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling; and
  • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost.

The remaining fair value changes are recognised in OCI. Upon derecognition, the cumulative fair value change recognised in OCI is recycled to profit or loss.

Financial assets designated at fair value through OCI (equity instruments)

Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under AASB 132 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortised cost

or at fair value through OCI, as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.

This category includes derivative instruments and listed equity investments which the Group had not irrevocably elected to classify at fair value through OCI. Dividends on listed equity investments are also recognised as other income in the statement of profit or loss when the right of payment has been established.

A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from the host and accounted for as a separate derivative if: the economic characteristics and risks are not closely related to the host; a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category.

A derivative embedded within a hybrid contract containing a financial asset host is not accounted for separately. The financial asset host together with the embedded derivative is required to be classified in its entirety as a financial asset at fair value through profit or loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group's consolidated statement of financial position) when:

  • The rights to receive cash flows from the asset have expired; or
  • The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

For debt instruments at fair value through OCI, the Group applies the low credit risk simplification. At every reporting date, the Group evaluates whether the debt instrument is considered to have low credit risk using all reasonable and supportable information that is available without undue cost or effort. In making that evaluation, the Group reassesses the internal credit rating of the debt instrument. In addition, the Group considers that there has been a significant increase in credit risk when contractual payments are more than 30 days past due.

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Financial Liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by AASB 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in AASB 9 are satisfied. The Group has not designated any financial liability as at fair value through profit or loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included as finance costs in the statement of profit or loss.

This category generally applies to interest-bearing loans and borrowings.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

(f) Cash and cash equivalents

Cash and cash equivalents in the Statement of Financial Position include cash on hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown as current liabilities in the Statement of Financial Position. For the purpose of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as described above, net of outstanding bank overdrafts.

(g) Trade and other receivables

Trade receivables generally have 30-90 day terms. Trade and other receivables are initially recognized at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

(h) Property, plant and equipment

Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. Repairs and maintenance expenditure is charged to Profit or Loss during the financial period in which it is incurred.

Depreciation

The depreciable amount of most of the fixed assets are depreciated on a diminishing balance method and some of the fixed assets are depreciated on a straight-line basis over their useful lives to the Group commencing from the time the asset is held ready for use.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate
Plant and equipment 10 % to 30%
Motor Vehicles 30%
Computer Equipment 33%
Office Furniture and Fixtures 20%

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

Derecognition

Additions of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in the Profit or Loss.

Impairment

Carrying values of plant and equipment are reviewed at each balance date to determine whether there are any objective indicators of impairment that may indicate the carrying values may be impaired.

Where an asset does not generate cash flows that are largely independent it is assigned to a cash generating unit and the recoverable amount test applied to the cash generating unit as a whole.

Recoverable amount is determined as the greater of fair value less costs to sell and value in use. The assessment of value in use considers the present value of future cash flows discounted using an appropriate pre-tax discount rate reflecting the current market assessments of the time value of money and risks specific to the asset. If the carrying value of the asset is determined to be in excess of its recoverable amount, the asset or cash generating unit is written down to its recoverable amount.

(i) Exploration expenditure

Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest. Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure but does not include general overheads or administrative expenditure not having a specific nexus with a particular area of interest.

Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining operation.

Exploration and evaluation expenditure for each area of interest is carried forward as an asset provided that one of the following conditions is met:

  • such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or
  • exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in relation to the area are continuing.

Expenditure which fails to meet the conditions outlined above is written off, furthermore, the directors regularly review the carrying value of exploration and evaluation expenditure and make write downs if the values are not expected to be recoverable.

Identifiable exploration assets acquired are recognised as assets at their cost of acquisition, as determined by the requirements of AASB 6 Exploration for and Evaluation of Mineral Resources. Exploration assets acquired are reassessed on a regular basis and these costs are carried forward provided that at least one of the conditions referred to in AASB 6 is met.

Exploration and evaluation expenditure incurred subsequent to acquisition in respect of an exploration asset acquired, is accounted for in accordance with the policy outlined above for exploration expenditure incurred by or on behalf of the entity.

Acquired exploration assets are not written down below acquisition cost until such time as the acquisition cost is not expected to be recovered.

When an area of interest is abandoned, any expenditure carried forward in respect of that area is written off.

Expenditure is not carried forward in respect of any area of interest/mineral resource unless the Group's rights of tenure to that area of interest are current.

(j) Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or categories of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase.

After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(k) Trade and other payables

Liabilities for trade creditors and other amounts are measured at amortised cost, which is the fair value of the consideration to be paid in the future for goods and services received that are unpaid, whether or not billed to the Group.

(l) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.

(m) Revenue

Revenue is recognised when a performance obligation in the contract with a customer is satisfied or when the control of the goods or services underlying the particular performance obligation is transferred to the customer.

Interest income

Income is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.

(n) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group, excluding any costs of servicing equity other than dividends, by the weighted average number of ordinary shares, adjusted for any bonus elements.

Diluted earnings per share

Diluted earnings per share is calculated as net profit attributable to members of the Group, adjusted for:

  • costs of servicing equity (other than dividends);
  • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
  • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus elements.

(o) Share based payment transactions

The Group provides benefits to individuals and entities, in the form of share based payment transactions, whereby the recipients render services in exchange for shares or options (Equity Settled Transactions).

There is currently an Employee Share Option Plan (ESOP) in place, which provides benefits to Directors and other eligible persons, including consultants who provide services similar to those provided by an employee. The Company may also issue options or shares outside of the ESOP to consultants and other service providers.

The cost of these equity settled transactions is measured by reference to the fair value at the date at which they are granted. The fair value of options is determined by using the Black Scholes formula taking into account the terms and conditions upon which the instruments were granted, as discussed in Note 23.

In valuing equity settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the Company's shares ('market conditions').

The cost of the equity settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ('vesting date').

The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the Directors of the group, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of the market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The profit or loss charge or credit for a period represents the movement in cumulative expense recognised at the beginning and end of the period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.

Where the terms of an equity settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of the modification.

Where an equity settled award is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the

cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected in the computation of loss per share (see note 18).

(p) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are shown inclusive of GST.

The net amount of GST recoverable from, or payable to, the Australian Tax Office is included as part of receivables or payables in the Statement of Financial Position.

Cash flows are presented in the Statement of Cash Flows on a gross basis, except for the GST component of investing and financing activities, which is receivable from or payable to the ATO, are disclosed as operating cash flows.

(q) Investments in controlled entities

All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment. Subsequent to the initial measurement, investments in controlled entities are carried at cost less accumulated impairment losses.

(r) Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each entity within the Group are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The functional and presentation currency of PolarX Limited is Australian dollars.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss.

Group entities

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • assets and liabilities are translated at the closing rate at the date of that Statement of Financial Position;
  • income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions);
  • retained earnings are translated at the exchange rates prevailing at date of transaction; and
  • all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are taken to shareholders' equity. When a foreign operation is sold the exchange differences relating to that entity are recognised in the profit or loss, as part of the gain or loss on sale where applicable.

(s) Leases

At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a rightof-use asset and a corresponding liability are recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-term leases (i.e. leases with a remaining lease term of 12 months or less) and leases of low-value assets are recognised as an operating expense on a straight-line basis over the term of the lease.

Initially, the lease liability is measured at the present value of the lease payments still to be paid at the commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses incremental borrowing rate.

Lease payments included in the measurement of the lease liability are as follows:

  • fixed lease payments less any lease incentives;
  • variable lease payments that depend on index or rate, initially measured using the index or rate at the commencement date;
  • the amount expected to be payable by the lessee under residual value guarantees;
  • the exercise price of purchase options if the lessee is reasonably certain to exercise the options;
  • lease payments under extension options, if the lessee is reasonably certain to exercise the options; and
  • payments of penalties for terminating the lease, if the lease term reflects the exercise of options to terminate the lease.

The right-of-use asses comprise the initial measurement of the corresponding lease liability, any lease payments made at or before the commencement date and any initial direct costs. The subsequent measurement of the right-ofuse assets is at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest.

Where a lease transfers ownership of the underlying asset or the costs of the right-of-use asset reflects that the Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset.

(t) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of PolarX Limited.

(u) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the profit or loss net of any reimbursement.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money, and where appropriate, the risks specific to the liability.

Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

4. Critical accounting estimates and judgments

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Capitalised exploration and evaluation expenditure

The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.

Factors which could impact the future recoverability include the size and composition of any future mineral resource and ore reserve estimates, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made.

In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that it is determined in the future that this capitalised expenditure should be written off, this will reduce profits and net assets in the period in which this determination is made.

Share based payment transactions

The Group measures the cost of equity settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of options is determined by using the Black Scholes formula taking into account the terms and conditions upon which the instruments were granted, as discussed in Note 23.

Functional currency translation reserve

Under the Accounting Standards, each entity within the Group is required to determine its functional currency, which is the currency of the primary economic environment in which the entity operates. Management considers the United States subsidiary to be a foreign operation with United States dollars as the functional currency. In arriving at this determination, management has given priority to the currency that influences the labour, materials and other costs of exploration activities as they consider this to be a primary indicator of the functional currency.

Consolidated
2020 2019
$ $
5.Other expenses
Accounting and audit fees 65,867 65,730
Analysts - 1,192
Bank fees 8,430 4,503
Business expenses 52,544 65,298
Computer expenses 4,318 3,018
Conferences 68,132 123,087
Corporate finance 498,317 245,060
Insurance 63,154 48,262
Investor relations 44,500 49,510
Media coverage 140,634 124,305
Printing and stationery 935 4,809
Postage 2,159 5,408
Rent & accommodation 41,557 75,627
Subscriptions 4,441 9,965
Telephone 2,018 3,050
Travel expenses 114,758 177,845
Depreciation 358 210
Others 57,490 27,905
1,169,612 1,034,784
Consolidated
2020 2019
$ $
6. Income Tax
(a)Income tax expense
Current tax - -
Deferred tax - -
- -

(b) Numerical reconciliation between aggregate tax expense

recognised in the statement of profit or loss and other

comprehensive income and tax expense calculated per the

statutory income tax rate

A reconciliation between tax expense and the product of accounting loss before

income tax multiplied by the Company's applicable tax rate is as follows:

Loss from operations before income tax expense (8,894,450) (1,700,305)
Tax at the company rate of 27.5% (2019: 27.5%) (2,445,974) (467,584)
Expense of remuneration options 16,795 9,610
Other non-deductible expenses 2,061,390 75,853
Impact of reduction in future corporate income tax rate 121,993 -
Income tax benefit not brought to account 245,796 382,121
Income tax expense - -

(c) Deferred tax

Statement of financial position

The following deferred tax balances have not been brought to account:

Deferred Tax Liabilities
Unrealised forex gain 8,837 -
Prepayments 9,639 -
Exploration (foreign @ 30%) 3,226,850 1,916,010
Deferred tax liability not recognised 3,245,326 1,916,010
Deferred Tax Assets
Foreign carry forward revenue losses (@ 30%) 4,235,745 2,808,740
Australian carry forward revenue losses (@ 25%) 1,487,412 1,289,000
Accrued expenses 6,250 6,875
Other 85,796 46,050
5,815,203 4,150,665

The benefit for tax losses will only be obtained if:

  • (i) the Group derives future assessable income in Australia or the US (as applicable) of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;
  • (ii) the Group continues to comply with the conditions for deductibility imposed by tax legislation in Australia or the US (as applicable); and
  • (iii) no changes in tax legislation in Australia or the US, adversely affect the Company in realising the benefit from the deductions for the losses.

(d) Tax consolidation

PolarX and its wholly owned Australian subsidiaries (Controlled Entities) implemented the tax consolidation legislation effective as of 1 July 2017. The Controlled Entities have also entered into tax sharing and tax funding agreements. Under the terms of these agreements, the Controlled Entities will reimburse PolarX for any current income tax payable by PolarX arising in respect of their activities. The reimbursements are payable at the same time as the associated income tax liability falls due and will therefore be recognised as a current tax-related receivable by PolarX when they arise. In the opinion of the Directors, the tax sharing agreement is also a valid agreement under the tax consolidation legislation and limits the joint and several liability of the Controlled Entities in the case of a default by PolarX.

(e) Change in Corporate Tax Rate

There has been a legislated change in the corporate tax rate that will apply to future income years. The impact of this reduction in the corporate tax rate has been reflected in the unrecognised deferred tax positions and the prima face income tax reconciliation above.

Consolidated
2020 2019
$ $
Other Receivables and Prepayments7.
Current
GST / VAT receivable 29,248 22,273
Prepayments 348,425 130,377
377,673 152,650

Other debtors and goods and services tax are non-interest bearing and generally receivable on 30 day terms. They are neither past due nor impaired. The amount is fully collectible. Due to the short term nature of these receivables, their carrying value is assumed to approximate their fair value.

Consolidated
2020 2019
$ $
8. Property, Plant and Equipment
Plant and Equipment
Cost 17,628 17,628
Accumulated depreciation (13,181) (11,413)
Net carrying amount 4,447 6,215
Motor Vehicles
Cost 49,417 -
Accumulated depreciation (14,970) -
Net carrying amount 34,447 -
Office Furniture and Fixtures
Cost 519 519
Accumulated depreciation (389) (357)
Net carrying amount 130 162
Computer Equipment
Cost 6,231 1,946
Accumulated depreciation (2,029) (1,805)
Net carrying amount 4,202 141
Total property, plant and equipment
Cost 73,795 20,093
Accumulated depreciation (30,569) (13,575)
Net carrying amount 43,226 6,518

Reconciliations of the carrying amounts of property, plant and equipment at the beginning and end of the current financial year:

Consolidated
2020 2019
$ $
Plant and Equipment
Carrying amount at beginning of year 6,215 8,422
Depreciation expense (1,955) (2,618)
Net exchange differences on translation 187 411
Carrying amount at end of year 4,447 6,215
Motor Vehicles
Carrying amount at beginning of year - -
Additions 49,417
Depreciation expense (14,332) -
Net exchange differences on translation (638) -
Carrying amount at end of year 34,447 -
Office Furniture and Fixtures
Carrying amount at beginning of year 162 202
Depreciation expense (32) (40)
Net exchange differences on translation - -
Carrying amount at end of year 130 162
Computer Equipment
Carrying amount at beginning of year 141 210
Additions 4,285
Depreciation expense (227) (69)
Net exchange differences on translation 3 -
Carrying amount at end of year 4,202 141
Total property, plant and equipment 43,226 6,518

9. Investments in Controlled Entities

The consolidated financial statements incorporate the assets, liabilities and results of the following controlled entities in accordance with the accounting policy described in Note 3. Details of controlled entities are as follows:

Name Country of % Equity Interest
incorporation 2020 2019
Coventry Minerals Pty Ltd Australia 100% 100%
Crescent Resources (USA) Inc. USA 100% 100%
Vista Minerals Pty Ltd Australia 100% 100%
Vista Minerals (Alaska) Inc. USA 100% 100%
Aldevco Pty Ltd Australia 100% 100%
Aldevco Inc. USA 100% 100%
Consolidated
2020 2019
$ $
10. Deferred Exploration and Evaluation Expenditure
Exploration and evaluation expenditure
At cost 32,724,761 27,255,500
Accumulated provision for impairment (8,400,113) (1,293,544)
Write-off (17,376)
Total exploration and evaluation 24,307,272 25,961,956
Consolidated
2020 2019
$ $
Carrying amount at beginning of the year 25,961,956 20,308,946
Acquisition cost 17,376 -
Exploration and evaluation expenditure during the year 5,117,692 4,765,350
Net exchange differences on translation 334,193 887,660
Carrying amount at end of year 31,431,217 25,961,956
Impairment of exploration and evaluation assets (7,106,569) -
Write-off of exploration and evaluation assets (17,376) -

Carrying amount at end of year 24,307,272 25,961,956 The Directors' assessment of the carrying amount for the Group's exploration and development expenditure was

made after consideration of (i) prevailing market conditions, including the Company's market capitalisation and metal prices; (ii) the level of previous expenditure undertaken and the results from those programs; and (iii) the potential for future development, noting the current mineral resource estimates for both the Caribou Dome and Stellar projects. The recoverability of the carrying amount of the deferred exploration and evaluation expenditure is dependent on successful development and commercial exploitation, or alternatively the sale, of the respective areas of interest. It was determined the carrying amount of project generative costs was not recoverable and therefore was written down in the current year.

Consolidated
2020 2019
$ $

11. Current Liabilities

Trade and other payables
Trade payables 71,492 146,966
Accruals 78,266 132,227
149,758 279,193

Trade payables are not past due and are non-interest bearing. They are normally on average settled between 30-45 days term.

12. Contributed Equity

2020 2019
(a) Issued and paid up capital No. of shares No. of shares
Ordinary shares fully paid 515,205,009 372,712,638
2020 2019
No. of No. of
shares $ shares $
(b) Movements in ordinary shares on
issue
Balance at beginning of year 372,712,638 86,874,320 262,871,510 77,805,986
Shares issued to consultants 305,555 27,806 - -
Shares issued (net of costs) 142,186,816 6,709,583 109,841,128 9,068,334
Balance at end of year 515,205,009 93,611,709 372,712,638 86,874,320

(c) Ordinary shares

The Group does not have authorised capital nor par value in respect of its issued capital. Shares have the right to receive dividends as declared and, in the event of a winding up of the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Shares entitle the holder to one vote, either in person or proxy, at a meeting of the Company.

2020

On 4 July 2019, the Company completed a non-renounceable rights issue consisting of 43,203,922 Shares at an issue price of $0.08 per share for gross proceeds of $3.456 million.

On 23 June 2020, the Company completed a placement consisting of 98,982,894 Shares at an issue price of $0.038 per share for gross proceeds of $3.761 million.

2019

On 2 August 2018, the Company completed a placement consisting of 35,299,128 Shares at an issue price of $0.11 per share for gross proceeds of $3.883 million.

On 14 December 2018, the Company completed a placement consisting of 21,100,000 Shares at an issue price of $0.06 per share for gross proceeds of $1.266 million.

On 5 June 2019, the Company completed a placement of 53,442,000 Shares to Lundin Mining Corporation, at an issue price of $0.08 per share. The placement was undertaken pursuant to the terms of the Strategic Partnership (refer Note 27).

(d) Capital Risk Management

The Group's capital comprises share capital, reserves and accumulated losses which amounted to $28,757,485 at 30 June 2020 (2019: $30,096,424). The Group manages its capital to ensure its ability to continue as a going concern and to optimise returns to its shareholders. The Group was ungeared at year end and not subject to any externally imposed capital requirements. Refer to Note 22 for further information on the Group's financial risk management policies.

(e) Share options

At 30 June 2020, there were 29,400,000 options over unissued Shares (2019: 23,450,000 options). During the financial year, the Company issued 10,750,000 options to consultants, each exercisable at $0.125 on or before 20 December 2021 and which vest upon meeting certain performance or market conditions. Since year end, no options have been issued, no options have been exercised and 400,000 options have expired.

In the prior year, on 21 December 2018, the Company issued 18,250,000 options to directors, employees, and consultants, each exercisable at $0.125 on or before 20 December 2021 and which vest upon meeting certain performance or market conditions.

No option holder has any right under the options to participate in any other share issue of the Company or any other entity.

Information relating to the Options granted by the Company, including details of options issued under the Plan, is set out in Note 23.

Consolidated
2020 2019
$ $
13. Accumulated losses
Movements in accumulated losses were as follows:
At 30 June 72,463,102 63,568,652
Loss for the year 8,894,450 1,700,305
At 1 July 63,568,652 61,868,347
Consolidated
2020 2019
$ $
14. Reserves
Foreign currency translation reserve (ii) 1,706,722 1,310,982
Warrant reserves(iii) 1,190,098 1,190,098
Share based payments reserves(i) 4,709,058 4,286,676
Option premium reserve 3,000 3,000
7,608,878 6,790,756
Consolidated
2020 2019
$ $
Movement in reserves:
(i) Share based payments and option premium
reserve
Balance at beginning of year 4,286,676 4,206,498
Options issued to agents 292,307 9,223
Options exercised - -
Equity benefits expense 130,075 70,955
Balance at end of year 4,709,058 4,286,676

The Share based payments and option premium reserve is used to record the value of equity benefits provided to individuals acting as employees, directors as part of their remuneration, and consultants and for their services. Refer to Note 23 for details of share based payments during the financial year and prior year.

2020 2019
$ $
(ii) Foreign currency translation reserve
At 1 July 1,310,982 406,328
Foreign currency translation 395,740 904,654
Balance at end of year 1,706,722 1,310,982

The foreign currency reserve is used to record the currency difference arising from the translation of the financial statements of the foreign operation.

2020 2019
$ $
(iii) Warrant reserve
At 1 July 1,190,098 1,190,098
Warrants exercised - -
Balance at end of year 1,190,098 1,190,098

The warrant reserve is used to record the value of warrants provided to shareholders as part of capital raising activities.

.

Consolidated
2020 2019
$ $
15. Cash and Cash Equivalents
(a) Reconciliation of cash
Cash balance comprises:
Cash and cash equivalents 4,179,072 4,254,493
(b) Reconciliation of the net loss after tax to the
net cash flows from operations
Loss after income tax (8,894,450) (1,700,305)
Adjustments for:
Depreciation 256 210
Write-off of exploration assets 17,376 -
Impairment of exploration assets 7,106,569 -
Share-based compensation 316,544 34,945
Shares issued to Consultants 24,805 -
Changes in operating assets and liabilities:
(Decrease)/increase in other
receivables/prepayments 34,775 (5,082)
Increase/(decrease) in trade and other payables (97,041) 16,180
Net cash flow used in operating activities (1,491,166) (1,654,052)

Share-based compensation and depreciation capitalised to exploration and evaluation assets were $105,838 (2019: $45,233) and $16,290 (2019: $2,517), respectively.

16. Expenditure commitments

(a) Tenement expenditure commitments – Caribou Dome Property

Remaining commitments related to the Caribou Dome Project at reporting date but not recognised as liabilities, include the following:

  • (i) maintaining the claims (licenses) at the Project in good standing, including making annual claim rental payments and ensuring minimum expenditure commitments are met;
  • (ii) expending a minimum of US$2,000,000 in each of the periods (i) 2 September 2017 to 1 September 2021; and (ii) 2 September 2021 to 6 June 2023 (unless the Earn-in deadline of 6 June 2023 is extended);
  • (iii) expending a total of US$9,000,000 on the Project (inclusive of the expenditure in (i) and (ii) above and expenditure prior to 2 September 2017) or completing a feasibility study on the Project by 6 June 2023 (unless the Earn-in deadline of 6 June 2023 is extended); and
  • (iv) making annual payments to the underlying vendors of the Project in the amounts of:
Due Date Payment
6 June 2021 US$100,000
6 June 2022 US$100,000
Earn-in deadline(currently 6 June 2023) US$1,360,000

Subject to Aldevco exercising its right to acquire an 80% interest in the Caribou Dome Project, Hatcher will retain a 10% interest in the Project with the remaining 10% held by SV Metals LP. The current owner of the Caribou Dome Project, C-D Development Corporation, would retain a 5.0% Net Smelter Returns royalty, with PolarX retaining the right to purchase this royalty for US$1million for each 1.0%.

(b) Tenement expenditure commitments – Stellar Property

Remaining commitments related to the Stellar Property at reporting date but not recognized as liabilities below include the following:

  • (i) payment of US$1,000,000 cash to Millrock Resources Inc (Millrock) if a JORC Indicated Resource of 1Moz contained Au or more is delineated;
  • (ii) payment of US$2,000,000 cash to Millrock if a JORC Indicated Resource of 1Mt contained copper (or copper equivalent) metal is delineated;
  • (iii) 45 claim blocks covering the Zackly, Moonwalk, Mars and Gemini prospects, are subject to a royalty payable to Altius Minerals, being:
    • a. 2% gross value royalty on all uranium produced;
    • b. 2% net smelter return royalty on gold, silver, platinum, palladium and rhodium; and
    • c. 1% net smelter return royalty on all other metals;
  • (iv) All Stellar claim blocks are subject to a royalty payable to Millrock, being:
    • a. 1% gross value royalty on all uranium produced; and
    • b. 1% net smelter royalty on all other metals;

and

(v) making advance royalty payments (payments are deductible from future royalty payments) to Millrock in the amounts of:

Due Date Payment
31 March 2021 US$30,000
31 March 2022 US$35,000
31 March 2023* US$40,000
31 March 2024* US$45,000
31 March 2025* US$50,000
31 March 2026* US$55,000
31 March 2027,* and 31 March ofeach year thereafter occurringprior to the fifth anniversary of thecommencement of CommercialProduction US$60,000

* Such payments will not be payable if the fifth anniversary of the commencement of Commercial Production has occurred before such date.

17. Subsequent events

On 18 June 2020, the Company announced that it would be undertaking a share purchase plan (SPP Offer). The SPP Offer was subsequently completed on 17 July 2020 and raised gross proceeds of $1 million pursuant to the issue of 26,315,719 Shares at an issue price of $0.038 per share.

On 18 September 2020, 400,000 options exercisable at $0.12 each, expired.

No other significant events have occurred subsequent to the balance sheet date but prior to the date of this report that would have a material impact on the consolidated financial statements.

Consolidated
2020 2019
18. Loss per share $ $
Loss used in calculating basic and dilutive EPS (8,894,450) (1,700,305)
Number of Shares
2020 2019
Weighted average number of ordinary shares used in
calculating basic earnings / (loss) per share: 417,715,088 310,085,648
Effect of dilution:
Share options - -
Adjusted weighted average number of
ordinary shares used in calculating diluted
loss per share: 417,715,088 310,085,648
Basic and Diluted loss per share (cents per
share) (2.13) (0.55)

There is no impact from the 400,000 options vested and outstanding at 30 June 2020 (2019: 5,200,000 options) on the loss per share calculation because they are anti-dilutive. These options could potentially dilute basic EPS in the future.

19. Auditor's remuneration

During the financial year, the following audit fees were paid or payable:

Consolidated
2020 2019
$ $
Stantons International Audit and Consulting Pty Ltd. 40,454 33,550
40,454 33,550

20. Key Management Personnel Disclosures

(a) Details of Key Management Personnel

Mr. Mark Bojanjac Executive Chairman
Mr. Frazer Tabeart Managing Director
Mr. Jason Berton Executive Director
Mr. Ian Cunningham Company Secretary/Chief Financial Officer
Mr. Robert Boaz Non-Executive Director

(b) Remuneration of Key Management Personnel

Details of the nature and amount of each element of the emolument of each Director and Executive of the Group for the financial year are as follows:

Consolidated
2020 2019
$ $
Consulting and director fees 639,250 654,750
Share-based compensation 127,130 69,418
Total remuneration 766,380 724,168

21. Related Party Disclosures

The ultimate parent entity is PolarX Limited. Refer to Note 9 - Investments in Controlled entities, for a list of all controlled entities.

Mitchell River Group Pty Ltd., a company of which Mr. Frazer Tabeart is a Director, provided the Group with consulting services related to exploration activities for a fee totalling $26,291 (2019: $18,999) and serviced office fees of $12,000 (2019: $12,000).

There were no other related party disclosures for the year ended 30 June 2020 (2019: Nil).

22. Financial Instruments and Financial Risk Management

Exposure to interest rate, liquidity and credit risk arises in the normal course of the Group's business. The Group does not hold or issue derivative financial instruments.

The Group uses different methods as discussed below to manage risks that arise from financial instruments. The objective is to support the delivery of the financial targets while protecting future financial security.

(a) Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.

The Group manages liquidity risk by maintaining sufficient cash facilities to meet the operating requirements of the business and investing excess funds in highly liquid short term investments. The responsibility for liquidity risk management rests with the Board of Directors.

Alternatives for sourcing our future capital needs include our cash position and the issue of equity instruments. These alternatives are evaluated to determine the optimal mix of capital resources for our capital needs. We expect that, absent a material adverse change in a combination of our sources of liquidity, present levels of liquidity will be adequate to meet our expected capital needs.

Maturity analysis for financial liabilities

Financial liabilities of the Group comprise trade and other payables. As at 30 June 2020 and 30 June 2019, all financial liabilities contractually matured within 60 days.

(b) Interest Rate Risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair value of financial instruments.

The Group's exposure to market risk for changes to interest rate risk relates primarily to its earnings on cash and term deposits. The Group manages the risk by investing in short term deposits.

Consolidated
2020 2019
$ $
Cash and cash equivalents 4,179,072 4,254,493

Interest rate sensitivity

The following table demonstrates the sensitivity of the Group's statement of profit or loss and other comprehensive income to a reasonably possible change in interest rates, with all other variables constant.

Consolidated

Change in Basis Points Effect on Post Tax Loss Effect on Equity
Increase/(Decrease) including accumulated
losses
Increase/(Decrease)
Judgements of reasonably possible 2020 2019 2020 2019
movements $ $ $ $
Increase 100 basis points 41,791 42,545 41,791 42,545
Decrease 100 basis points (41,791) (42,545) (41,791) (42,545)

A sensitivity of 100 basis points has been used as this is considered reasonable given the current level of both short term and long term interest rates. The change in basis points is derived from a review of historical movements and management's judgement of future trends. The analysis was performed on the same basis in 2019.

(c) Credit Risk Exposures

Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause the Group to incur a financial loss. The Group's maximum credit exposure is the carrying amounts on the statement of financial position. The Group holds financial instruments with credit worthy third parties.

At 30 June 2020, the Group held cash deposits. Cash deposits were held with financial institutions with a rating from Standard & Poors of A or above (long term). The Group has no past due or impaired debtors as at 30 June 2020 (2019: Nil).

(d) Foreign Currency Risk Exposure

As a result of operations in the USA and expenditure in US dollars, the Group's statement of financial position can be affected by movements in the USD$/AUD$ exchange rates. The Group seeks to mitigate the effect of its foreign currency exposure by holding cash in US dollars to match expenditure commitments.

Sensitivity analysis:

The table below summarises the foreign exchange exposure on the net monetary position of parent and the subsidiaries against its respective functional currency, expressed in group's presentation currency. If the AUD/ USD rates moved by +10%, the effect on comprehensive loss would be as follows:

Company
2020 2019
$ $
Loan to subsidiary – Aldevco Pty Ltd and Aldevco Inc. (in AUD) 7,253,201 6,799,132
Loan to subsidiary – Vista Minerals Pty Ltd and Vista Minerals(Alaska) Inc. (in AUD) 18,186,542 11,932,791
10% 10%
A$ A$
Total effect on comprehensive loss of positive movements 2,543,974 1,873,192
Total effect on comprehensive loss of negative movements (2,543,974) (1,873,192)

The table below summarises the foreign exchange exposure on the net monetary position of parent and the subsidiary against its respective functional currency, expressed in group's presentation currency. If the AUD/ CAD rates moved by +10%, the effect on comprehensive loss would be as follows:

Company
2020 2019
$ $
Loan from subsidiary – Coventry Minerals. (in AUD) 733,725 750,861
Percentage shift of the AUD / CAD exchange rate 10% 10%
A$ A$
Total effect on comprehensive loss of positive movements 73,373 75,086
Total effect on comprehensive loss of negative movements (73,373) (75,086)

(e) Fair Value

The aggregate net fair values of the Group's financial assets and financial liabilities both recognised and unrecognised are as follows:

Carrying Carrying
Amount in Aggregate Amount in Aggregate
the Financial Net Fair the Financial Net Fair
Statements Value Statements Value
2020 2020 2019 2019
$ $ $ $
Financial Assets
Cash and cash equivalents 4,179,072 4,179,072 4,254,493 4,254,493
Other receivables 29,248 29,248 22,273 22,273
Financial Liabilities
Trade and other payables 149,758 149,758 279,193 279,193

The following methods and assumptions are used to determine the net fair value of financial assets and liabilities.

Cash and cash equivalents, other receivables and trade and other payables are carried at amounts approximating fair value because of their short term nature to maturity.

23. Share Based Payment Plans

(a) Recognised share based payment expenses

Total expenses arising from share based payment transactions recognised during the year as part of share based payment expense, the income statement, or capitalised to exploration costs were as follows:

Consolidated
2020 2019
$ $
Operating expenditure
Options issued to employees, key management
personnel and directors 130,075 70,955
Options issued to consultants 292,307 9,223
422,382 80,178

(b) Share based payments

The Company makes share based payments in the form of Shares and options, to directors, executives and employees as part of their remuneration and to consultants and advisers for their services.

The Company has an Employee Share Option Plan (ESOP) in place, which provides benefits to Directors and other eligible persons, including consultants who provide services similar to those provided by an employee. The Company may also issue options or shares outside of the ESOP to consultants and other service providers (collectively the Options). The objective of the Options is to assist in the recruitment, reward, retention and motivation of the recipients and/or reduce the level of remuneration or consideration that would otherwise be paid to the recipient.

Details of Options granted are as follows:

2020

Grant date Expiry date Exercise Balance at Granted Exercised Expired Balance at Exercisable
price start of the during the during the during the end of the at end of the
year year year year year year
Number Number Number Number Number Number
Feb 20, 2015 Feb 19, 2020 A$0.0715 4,000,000 - - (4,000,000) - -
Jun 18, 2015 Jun 17, 2020 A$0.175 400,000 - - (400,000) - -
Aug 31, 2016 Aug 30, 2019 A$0.195 400,000 - - (400,000) - -
Sep 19, 2017 Sep 18, 2020 A$0.12 400,000 - - - 400,000 400,000
Dec 21, 2018 Dec 20, 2021 A$0.125 18,250,000 - - - 18,250,000 -
Jul 31, 2019 Dec 20, 2021 A$0.125 - 10,750,000 - - 10,750,000 -
23,450,000 10,750,000 - (4,800,000) 29,400,000 400,000
Weighted remaining contractuallife (years) 2.08 1.46 0.22
Weighted average exercise price $0.12 $0.12 $0.12

On 31 July 2019, the Company issued 10,750,000 options, each exercisable at $0.125 on or before 20 December 2021, in lieu of cash consideration for consulting services. The 10,750,000 options shall vest as follows:

  • (i) 4,300,000 options shall vest upon announcement of a JORC Inferred mineral resource estimate for the Alaska Range Project, comprising both the Stellar Copper Gold and the Caribou Dome Copper properties, of 10 million tonnes of mineralisation at a minimum cut-off grade of 0.5% copper or copper equivalent, signed off by a competent person other than a director or employee of the Company;
  • (ii) 4,300,000 options shall vest upon the Shares trading on ASX at a volume weighted average price of $0.20 or more for 10 consecutive trading days; and
  • (iii) 2,150,000 options shall vest upon completion of feasibility study for the Alaska Range Project.

The fair value at grant date of options was determined using the Black Scholes option pricing model that takes into account (i) the exercise price ($0.125); (ii) the term of the option (2.39 years); (iii) the share price at grant date ($0.12); (iv) expected price volatility (89%) of the underlying share; and (v) the risk free interest rate (0.73%) for the term of the Option. The fair value of the stock options was $527,223.

Grant date Expiry date Exercise Balance at Granted Exercised Expired Balance at Exercisable
price start of the during the during the during the end of the at end of the
year year year year year year
Number Number Number Number Number Number
Feb 20, 2015 Feb 19, 2020 A$0.0715 4,000,000 - - - 4,000,000 4,000,000
Jun 18, 2015 Jun 17, 2020 A$0.175 400,000 - - - 400,000 400,000
Aug 31, 2016 Aug 30, 2019 A$0.195 400,000 - - - 400,000 400,000
Sep 19, 2017 Sep 18, 2020 A$0.12 400,000 - - - 400,000 400,000
Dec 21, 2018 Dec 20, 2021 A$0.125 - 18,250,000 - - 18,250,000
5,200,000 18,250,000 - - 23,450,000 5,200,000
Weighted remaining contractuallife (years) 1.67 2.08 0.67
Weighted average exercise price $0.09 $0.12 $0.09

On 21 December 2018, the Company issued 18,250,000 options to directors, employees, and consultants, each exercisable at $0.125 on or before 20 December 2021, in lieu of cash consideration for their services. The fair value at grant date of options was determined using the Black Scholes option pricing model that takes into account (i) the exercise price ($0.125); (ii) the term of the option (2-3 years); (iii) the share price at grant date ($0.052); (iv) expected price volatility (101%) of the underlying share; and (v) the risk free interest rate (2.04%) for the term of the Option. The fair value of the stock options was $359,785.

The 18,250,000 options shall vest as follows:

  • (i) 8,500,000 options shall vest upon announcement of a JORC Inferred mineral resource estimate for the Alaska Range Project, comprising both the Stellar Copper Gold and the Caribou Dome Copper properties, of 10 million tonnes of mineralisation at a minimum cut-off grade of 0.5% copper or copper equivalent, signed off by a competent person other than a director or employee of the Company;
  • (ii) 6,000,000 options shall vest upon the Shares trading on ASX at a volume weighted average price of $0.20 or more for 10 consecutive trading days;
  • (iii) 3,000,000 options shall vest upon completion of feasibility study for the Alaska Range Project; and
  • (iv) 750,000 options shall vest upon the announcement of the completion of the acquisition of an 80% interest in the Caribou Dome Copper Project from Hatcher Resources Inc.

24. Contingent Liabilities

2019

The Company has a contingent liability arising from the termination of a drilling contract in Paraguay in 2008, subsequent to which Arbitration proceedings were commenced by the drilling contractor.

In August 2016, the Company received notice of the Arbitration Tribunal's determination. Based on its review of the Tribunal's judgement and advice from its Paraguayan legal counsel, the Company assessed the quantum of damages that may be payable by it to be approximately US$40,000 plus interest. Subsequently on 7 March 2018, the Company received notice that the plaintiff was seeking a Paraguayan judicial order for the enforcement of an arbitration award against the Company in the amount of US$123,853.

Subject to receiving a Paraguayan court order for execution of the Tribunal's judgement, the Company intends to defend any attempt to enforce the order in Australia. As at the date of this report the Company has not received notice of a court order having been issued for the execution of the Tribunal's judgement. No provision for a contingent liability was recognised as at 30 June 2020.

Refer also to Notes 16 and 28 for the contingent payments and royalties applicable to the Caribou Dome, Stellar and Uncle Sam properties.

25. Operating Segment

For management purposes, the Group is organised into one main operating segment, which involves mineral exploration, predominantly for gold and copper. All of the Group's activities are interrelated, and discrete financial information is reported to the Board (Chief Operating Decision Makers) as a single segment. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole. The Group currently operates in Australia and the USA. The following table shows the assets and liabilities of the Group by geographic region:

Consolidated
30 June 30 June
2020 2019
$ $
Assets
Australia 3,843,516 4,809,156
United States 25,063,727 25,566,461
Total Assets 28,907,243 30,375,617
Liabilities
Australia 109,019 207,108
United States 40,739 72,085
Total Liabilities 149,758 279,193
30 June 30 June
2020 2019
$ $
Operating Result
Australia (1,720,798) (1,626,583)
United States (7,173,652) (73,722)
Total loss from operations (8,894,450) (1,700,305)

26. Dividends

No dividend was paid or declared by the Company in the period since the end of the financial year and up to the date of this report. The Directors do not recommend that any amount be paid by way of dividend for the financial year ended 30 June 2020 (2019: Nil). The balance of the franking account as at 30 June 2020 is Nil (2019: Nil).

27. Lundin Mining Strategic Partnership

On 3 June 2019, the Company and Lundin Mining Corporation (Lundin Mining) agreed terms for a strategic earn-in joint venture over select porphyry Cu-Au targets within PolarX's 100% owned Stellar Project (Strategic Partnership). The following summary sets out the key terms and conditions of the Strategic Partnership:

  • (1) in June 2019, Lundin Mining subscribed for 53,442,000 Shares at an issue price of $0.08 per share, to raise gross proceeds of $4,275,360 (Lundin Placement), which were to be used to fund exploration activities on certain claims contained within the Stellar Project (JV Claims).
  • (2) upon completion of the Lundin Placement, Lundin Mining was granted an exclusive option (Option), expiring on 31 December 2019, to earn in to a 51% participating interest in the JV Claims.
  • (3) if Lundin Mining exercised the Option (Option Exercise Date), during the next three-year period Lundin Mining's earn-in obligations would be as follows:
    • (i) Year One a cash payment of US$2 million to the Company within 30 days of the Option Exercise Date, plus a US$8 million minimum expenditure commitment in relation to the JV Claims;
    • (ii) Year Two an additional cash payment of US$3 million to the Company within 30 days of the first anniversary of the Option Exercise Date, plus a further US$8 million minimum expenditure commitment in relation to the JV Claims; and
    • (iii) Year Three an additional cash payment of US$5 million to the Company within 30 days of the second anniversary of the Option Exercise Date, plus a further US$8 million minimum expenditure commitment in relation to the JV Claims,

(together, the Earn-in Requirements).

(4) upon completion of the Earn-in Requirements and subject to payment of an option exercise fee of US$10 million the parties would form an incorporated joint venture or other agreed structure in relation to the JV Claims, under which Lundin Mining would be entitled to an initial 51% interest.

The Option expired on 31 December 2019 and Lundin Mining Corporation no longer holds any rights to the JV Claims.

28. Agreements over the Uncle Sam Gold Project

On December 15, 2010, Millrock Resources Inc. and Millrock Alaska LLC (collectively Millrock) entered into an option agreement with PolarX Limited (the Millrock Option), whereby PolarX Limited was granted (and subsequently exercised in April 2013) an option to purchase an undivided 100% interest the Uncle Sam Gold Project. Pursuant to the Millrock Option, during such time as PolarX Limited retains an interest in the Uncle Sam Project it has the following obligations (the Resource Share Payments) in relation to any future mineral resource estimate for the Uncle Sam Gold Project:

  • (i) the issue of 60,000 Shares to Millrock in the event that a gold mineral resource of 1,000,000 ounces or more is defined, in accordance with NI 43-101 on the Uncle Sam Project; and
  • (ii) the issue of a further 40,000 Shares to Millrock in the event that a gold mineral resource of 2,000,000 ounces or more is defined, in accordance with NI 43-101 on the Uncle Sam Project, plus an additional 40,000 shares for every additional 1,000,000 ounces of resources in excess of 2,000,000 ounces.

Pursuant to the Millrock Option, PolarX also remained obligated to pay a 2% net smelter return royalty to a third party in relation to any future production from the Uncle Sam Project.

In July 2015, the Company entered into a mineral lease and purchase agreement (Option Agreement) with Great American Minerals Exploration Inc. (GAME), pursuant to which GAME agreed to lease the Uncle Sam Project for 10 years with an option to purchase the property outright at any time during the lease period. Subject to exercise of the purchase option, GAME would assume liability for all royalty obligations on the project.

During the 2018 financial year, the Company received noticed from the Department of Natural Resources (State of Alaska) that the mineral claims which comprise the Uncle Sam Gold Project had been declared abandoned (DNR Notice). The basis for the decision was an error on the affidavit of labour filed by the previous tenement owner in 2011. As a result, GAME has sought to terminate the Option Agreement.

The Company is currently reviewing its options in relation to this matter, including whether GAME has complied with its obligations under the Option Agreement, but notes that the Uncle Sam Gold Project:

  • is considered a non-core asset and had a $nil carrying value in the Company's financial statements at the time of receipt of the DNR Notice; and
  • is independent of the Company's Alaska Range Project.

29. Information relating to PolarX Limited ("the parent entity")

2020 2019
$ $
Current assets 3,354,826 4,323,473
Non-current assets 31,642,705 24,990,848
Total assets 34,997,531 29,314,321
Current liabilities 109,018 203,507
Non-current liabilities - -
Total liabilities 109,018 203,507
Net assets 34,888,513 29,110,814
Issued capital 88,818,962 82,081,571
Reserves 3,741,280 3,318,897
Retained losses (57,671,729) (56,289,654)
34,888,513 29,110,814
(Loss) of the parent entity (1,382,075) (949,705)
Total comprehensive (loss) of the parent entity (1,382,075) (949,705)
Guarantees entered into by the parent entity in
relation to the debts of its subsidiaries
Guarantees provided - -
Contingent liabilities of the parent entity - -
- -
Commitment for the acquisition of property, plant
and equipment by the parent entity
No longer than one year - -
Longer than one year and not longer than five years - -
Longer than five years - -
- -

DIRECTORS' DECLARATION

In accordance with a resolution of the directors of PolarX Limited, I state that:

In the opinion of the directors:

  • (a) the financial statements and notes are in accordance with the Corporations Act 2001, including:
    • (i) giving a true and fair view of the Group's financial position as at 30 June 2020 and of its performance for the year ended on that date; and
    • (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;
  • (b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 3(a); and
  • (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2020.

On behalf of the Board

Mark Bojanjac Executive Chairman 25 September 2020

PO Box 1908 West Perth WA 6872 Australia

Level 2, 1 Walker Avenue West Perth WA 6005 Australia

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204

ABN: 84 144 581 519 www.stantons.com.au

25 September 2020

Board of Directors PolarX Limited 1/100 Railway Road Subiaco, WA 6008

Dear Directors

RE: POLARX LIMITED

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of PolarX Limited.

As Audit Director for the audit of the financial statements of PolarX Limited for the year ended 30 June 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
  • (ii) any applicable code of professional conduct in relation to the audit.

Yours sincerely, STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD

Martin Michalik Director

PO Box 1908 West Perth WA 6872 Australia

Level 2, 1 Walker Avenue West Perth WA 6005 Australia

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204

ABN: 84 144 581 519 www.stantons.com.au

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF POLARX LIMITED

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of PolarX Limited ("the Company") and its controlled entities ("the Group"), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:

  • (i) giving a true and fair view of the Group's financial position as at 30 June 2020 and of its financial performance for the year then ended; and
  • (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001**.**

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110: Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Our opinion is not modified with respect to the following matter.

Carrying Value of Exploration and Evaluation Assets

As disclosed in Note 10 to the consolidated financial statements, the carrying value of exploration and evaluation assets was $24,307,272.

The carrying value of exploration and evaluation assets is a key audit matter due to:

  • The significance of the expenditure capitalised representing 84% of total assets;
  • The necessity to assess management's application of the requirements of the accounting standard Exploration for and Evaluation of Mineral Resources ("AASB 6"), in light of any indicators of impairment that may be present; and
  • The assessment of significant judgements made by management in relation to the capitalised exploration and evaluation expenditure.

Inter alia, our audit procedures included the following:

  • i. Assessing the Group's right to tenure over exploration assets by corroborating the ownership of the relevant licences for mineral resources to government registries and relevant third-party documentation;
  • ii. Reviewing the directors' assessment of the carrying value of the capitalised exploration and evaluation assets, ensuring the veracity of the data presented and assessing management's consideration of potential impairment indicators, commodity prices and the stage of the Group's projects against AASB 6;
  • iii. Evaluating documents supporting the Group's intention to continue its exploration and evaluation activities in areas of interest. The documents we evaluated included:
    • Minutes of the board and management; and
    • Announcements made by the Group to the Australian Securities Exchange; and
  • iv. Assessing the adequacy of the disclosures in accordance with the applicable accounting standards.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2020 but does not include the financial report and our auditor's report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance opinion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report.

The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.

We conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

We evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in Internal control that we identify during our audit.

The Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 20 to 24 of the directors' report for the year ended 30 June 2020.

In our opinion, the Remuneration Report of PolarX Limited for the year ended 30 June 2020 complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD

(Trading as Stantons International) (An Authorised Audit Company)

Martin Michalik Director

West Perth, Western Australia 25 September 2020

ASX Additional Information

Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report. The additional information was applicable as at 1 September 2020.

Distribution of Security Holders

There are 541,520,746 fully paid ordinary shares on issue. Analysis of numbers of listed equity security holders by size of holding:

Holding Number of shareholders
1 - 1,000 73
1,001 - 5,000 118
5,001 - 10,000 94
10,001 - 100,000 402
100,001 and over 360
1,047

There are 249 shareholders holding less than a marketable parcel of ordinary shares.

Statement of Restricted Securities

There are no restricted securities on issue.

Substantial Shareholders

The Company is of the view, after taking into account publicly available information, that the substantial shareholders of the Company are as follows:

Shareholder Number of shares
Ruffer LLP 75,788,730
Lundin Mining Corporation 53,442,000
US Global 48,163,966
Golden Hill Investments 31,598,430

Voting Rights

The voting rights attached to each class of equity security are as follows:

Ordinary Shares

Each ordinary share is entitled to one vote when a poll is called otherwise each member present at a meeting or by proxy has one vote on a show of hands.

Options

These securities have no voting rights.

Quoted Equity Security Holders

The names of the twenty largest ordinary shareholders of the Company as at 1 September 2020 are as follows:

Shareholder Number ofShares % of IssuedCapital
HSBC Custody Nominees (Australia) Limited 130,500,576 24.10
Citicorp Nominees Pty Limited 62,989,653 11.63
BNP Paribas Noms Pty Ltd 32,370,308 5.98
Aetas Global Markets Limited 18,425,730 3.40
Austratronics Pty lTd 14,829,511 2.74
Orogen Investments Pty LTd 13,631,832 2.52
Equity Trustees Limited 12,754,882 2.36
BNP Paribas Nominees Pty Ltd 10,237,568 1.89
CS Fourth Nominees Pty Limited <hsbc 11="" a="" au="" c="" cust="" ltd="" nom=""> 9,401,169 1.74
Mr Adam Joseph Worthington 8,732,227 1.61
Terra Metallica Nominees Pty Ltd 5,793,862 1.07
Mr William Willoughby 5,169,427 0.95
Mr Andrew Walsh 5,050,000 0.93
Mr Frank Violi 4,742,857 0.88
Martin Huxley 4,396,171 0.81
Stelabel Pty Ltd 3,720,931 0.69
Dr Charles Frazer Tabeart 3,700,395 0.68
Mr Kevin Banks-Smith 3,400,000 0.63
Mr Andrew Huat Seong Tay 2,867,223 0.53
Mr Alan Kenneth Mercer 2,787,649 0.51
355,501,971 65.65

Unquoted Equity Security Holders

Class Number ofoptions Number ofholders Holders with more than 20%
Unlisted stock options eachexercisable at $0.125 on orbefore 20/12/2021 29,000,000 10 The Fiduciary Group Limited (10,000,000)Frazer Tabeart (5,000,000)Orogen Investments Pty Ltd (5,000,000)Kallara Holdings Pty Ltd (5,000,000)

Tenement Schedule

The tenement interest held by the Group as at the date of this report are listed below:

Project Location Licence(s) Ownership Interest
Caribou DomeProperty Alaska, USA Claim ADL #
Caribou 1 – Caribou 20Copper 1 – Copper 6Copper 7 – Copper 11CD 1 – CD66CDS 001 – 038 563243 - 563262588461 – 588466645375 – 645379664859 – 664924719949 – 7199861 Option to earn 80%
CD 001 – 040CDE-01 – 20CDE 26CD 41 - 51SBX 71SBX 74 – 75SBX 77 - 82 719909 – 719948722216 - 722235722241725113 - 725123726910726913 – 726914726916 - 726921 Option to earn 90%
Stellar Copper Gold Alaska, USA SB 154 – 155 704562 – 704563 100%
Project SB 167 – 168 704575 – 704576
ZK 3 – 5 704621 – 704623
ZK 14 704632
ZK 19 – 21 704637 – 704639
Z 1 – 5 709427 - 709431
Z 6 - 10 711728 - 711732
SB 281 - 283 714079 - 714081
SB 297 - 299 714095 - 714097
SB 317 – 319 714115 – 714117
SB 346 – 348 714144 - 714146
SB 364 - 368 714162 – 714166
SB 376 - 379 714174 - 714177
SB 389 - 390 714187 - 714188
SB 417 715392
SBA 001 – 066 721446 - 721511
SBX 001 – 070 724789 - 724858
LYKN 1 – 2 725111 – 725112
CD 41 – 51 725113 – 725123
CDE 21 - 25 722236 – 722240
CDE 27 722242
SBX 72 – 73 726911 – 726912
SBX 76 726915
SBX 83 – 91 726922 - 726930
SBX 92 -121 728878 - 728907
-222Uncle Sam GoldAlaska, USA--Project
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Notes:

1. Caribou Dome Claims numbered CDS 007 (ADL# 719955), CDS 008 (ADL# 719956), CDS 009 (ADL# 719957), CDS 015 (ADL# 719963), CDS 016 (ADL# 719964) and CDS 017 (ADL# 719965), overlap prior existing active claims. Hence no exploration activity has been undertaken on these claims to date and no work will be undertaken on these claims unless they are abandoned by the original locator. The claims are not considered material to the overall Caribou Dome Project.

2. Refer Note 28 to the financial statements for the status of the Uncle Sam Gold Project. For a detailed listing of the Uncle Sam Gold Project mineral claims, held prior to receipt of the DNR Notice referred to in Note 28, please refer to Appendix 1 to the quarterly activities report dated 31 October 2017.